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Full text of "Charter and by-laws of the Castle Rock Coal Company of Georgia"

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CAPITA!. $400,000- — SHARES #100 each. 



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CAPITAL $400,000 SHAKES $100 eacto. 

Z?&~ Office Whitehall street, up-atairs, nearly opposite Beach k Root, Atlanta, G». 

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S. B. ROBSON, President. 
W. H. Tuller, Sec'y. 





Section 1. Be it enacted by the General Assembly of 
the State of Georgia, that George S. Cameron, John Thomas, 
S. B. Robson, Z. H. Gordon, R. C. Robson, and their asso- 
ciates and successors, are hereby constituted a body, corporate 
and politic, under the name and style of the " Castle Rock 
Coal Company of Georgia," for the purpose of exploring 
and mining for coal, and vending the same, and to continue 
in existence to them and their successors for a period of nine- 
ty-nine years, with power to build, or purchase, or own stock 
in such railroads as may be necessary for transportation of 
coal, or other purposes necessary in conducting the business 
of said company in mining and transportation of coal and 
the transportation of their necessary supplies. To make and 
use a common seal, and to altar and change the same at plea- 
sure ; to make such by-laws not inconsistent with the Consti- 
tution or laws of the State,°as may seem necessary and proper 
for its government in its corporate name; to sue and be 
sued, to plead and be impleaded, to hold by purchase or oth- 
erwise, and to dispose of the same in any way, any real estate, 
or personal property which may be useful or necessary, for 
carrying on its operations or which it may become possessed 
of, in payments of debts due to it. 

Sec. 2. Be enacted, That the capital stock of said com- 
pany, shall be three hundred and fifty thousand dollars, 
with liberty to increase the same as hereinafter provided, to 


be divided into shares of not less than one hundred dollars 
each ; the amount of capital Stock, the number and price of 
shares, shall be fixed and agreed upon by the Corporators at 
their first meeting under this act. Nothing but money or 
mining property shall be regarded as a basis for capital stock. 
The stocks to be subscribed and paid for as the Board of 
Directors may prescribe. The stock shall be considered as 
personal property, and shall be transfered only on the books 
of the company in person or by attorney. 

Sec. 3. Be it further enacted, That the stockholders, 
not having paid their stocks according to the terms of sub- 
scription, shall be individually liable to the creditors of the 
Company to the amount so remaining unpaid. 

Sec. 4. Be it further enact ed, That said company may at 
its pleasure, and in such form and as the Directors shall 
elect and declare, increase the capital , stock to any amount 
they may deem advisable, not exceeding six hundred thous- 
and dollars, and said Directors shall have power to sell, dis- 
pose of, or take subscriptions for such increased and addi- 
tional stock, in such manner and form, at such time and place, 
and on such terms, as they may think proper to order and 

Sec. 5. Be it further enacted, That the Corporators, 
named in the first section of this act, or any of their asso- 
ciates who may be chosen, or elected at the first meeting of 
the Company, shall be the Directors for the first year ; five 
members of the Company shall constitute a full Board of 
Directors, and shall hold their places until others are elected 
and qualified in their stead. The annual meeting of the 
Company shall be held at such times and places as the Board 
of Directors may determine from year to year. Thirty days 
notice being given in some newspaper published near the 
place of business, of the time and place of such meeting. 


At each annual meeting, a Board of Directors shall ( be 
chosen for the ensuing year. But in case of failure to elect 
a Board of Directors, the Charter of the Company shall hot 
be forfeited thereby, but the Directors of the previous year 
shall continue in office until others are elected in their stead. 

The Directors shall appoint one of their number President, 
and shall appoint such other officers as they may deem proper, 
and affix their salaries. 

Sec. 6. Be it enacted, That said Company shall not con- 
tract any debt over and above the amount of capital stock 
paid in, no part of which shall be withdrawn, or in any way 
or manner directed from the business of the Company without 
the consent of three fourths in interest of the stockholders. 

Speaker of the House of Representatives, pro tern. 

L. Carringtox, Clerk of the House of Representatives. 
JOHN BILLUPS, President of the Senate. 

Jas. M. Mobley, Secretary of Senate. 

As the Legislature has, by a Constitutional majority, over- 
ruled in other cases the objections I have to this bill, I yield 
my assent to it out of respect for their decision. 

This 15th December, 1862. 

(Signed) JOSEPH E. BROWN, Governor. 

Secretary of State Office, } 
mllledgeville, georgia, \- 
December 17, 1862. J 
I, Nathan C. Barrett, Secretary of State, do hereby cer- 
tify that the foregoing is a correct copy of an act to incorpo- 
rate the Castle Rock Coal Company of Georgia, of file in 
this office. 

Given under my hand and seal of office this the 17th day 
December, 1862. A. C. BARRETT, 

Secretary of State. 

B Y-X, A. WS. 

Article 1. The principal office of the Company shall be 
located in the city of Atlanta, Georgia. 

Art. 2. The annual meetings of the Company, shall be 
held at such times and places as the Board of Directors may 
determine from year to year. Thirty days previous notice 
being given in some newspaper published in the city of At- 
lanta, of the time and place of such meeting. 

Special meet ; ngs of the stockholders may be called by the 
board of Directors in the same way. 

Art. 3. It shall be the duty of the stockholders at each 
annual meeting of the Company to elect a Board of Direc- 
tors for the ensuing year ; each share of stock, shall entitle 
the holder to one vote, which may be cast in person or by 

A plurality of votes at all such meetings shall determine 
the election. No action of the stockholders at any annual 
or special meeting of the Company shall be binding, except 
for the purposes of election of Directors or adjournment, 
unless a majority or the whole Capital stock, shall be repre- 
sented either in person or by proxy. All elections of the 
Company shall be held under the inspection of three stock- 
holders in said company, not being Directors, or to be appoint- 
ed by the President. The voting shall be by ballot. 

Art. 4. The Directors shall be stockholders in the Com- 
pany to the extent of fifty shares each, who shall at their 
first meeting, or at a special meeting called for the purpose, 
elect a President and Secretary of the Company for the 
ensuing year. 


Art. 5. The Board of Directors shall meet at least once 
in three months, -for the transaction of business. Special 
meetings of the Board may be called at any time by the Secre- 
tary of the Company upon the written request of any two of 
ithe Directors or the President. 

Art. 6. Any vacancy occurring in the Board of Direc- 
tors, may be filled for the unexpired time, by the remaining 

Art. 7 The President shall preside at all of the meet- 
ings of the Company, and of the Board of Directors, and 
shall give the casting vote in case of a tie. Three members 
shall constitute a quorum for the transaction of business. 
In the absence of the President, the Board shall elect a Pres- 
ident pro tern, who shall, for the time being, perform the duties 
of the President. 

Art. 8. The President shall reside in or near the city of 
Atlanta, and under the supervision of the Board of Direc- 
tors, shall have direction and control of the works and means 
of the Company. The President shall sign all certificates of 
stock, bonds, checks, and other documents and papers of the 
Company requiring his signature. 

Art. 9. It shall be the duty of the Secretary to cause 
to be kept full and correct accounts of all the transactions 
and business of the Company. It shall be his duty to col- 
lect all monies due the Company, and deposit the same in 
some good and solvent Bank, to be designated by the Board 
of Directors. The account to be kept in the corporate name 
of the Company, and to settle the cash account of the Com- 
pany every week, which account shall be constantly open to 
the inspection of the President and Directors. He shall 
sign all certificates of stock, and shall generally perform all 
the duties that are usually required of such officers in a cor- 
porate company. He shall prepare a report of the financial 


and other affairs and business of the Company, whenever 
required by the President so to do. 

All notes, checks and drafts drawn by the Company, shall 
be signed by the President and Secretary, and no notes, 
drafts, or acceptances, of the company shall be made except 
for materials, or temporary loans for the use of the Compa- 
ny, without special direction of the Board. 

Art. 10. A common seal shall be provided by the Board 
of Directors for the use of the Company, which shall be 
attached to all certificates of stock, as well as all legal in- 
struments executed by the Company. A full record of all cer- 
tificates issued, of all bonds and other documents made and 
executed by the Company, shall be kept by the Secretary, 
who shall also keep a stock ledger and transfer book, in which 
shall be entered all issues and transfer of shares of the stock 
of the Company. The stock of the Company shall be trans- 
fered only on the Books of the Company by the holder in 
person, or by his attorney. * 

Art. 11. The By-Laws of the Company may be altered 
or amended at any regular meeting of the Company. All 
proposed amendments or alteration of the By-Laws must be 
submitted to the Board of Directors, at least one month pre- 
vious to the meeting of the stockholders. 



The Coal Lands formerly owned by the Rev. Z. H. Gor- 
don, and known as the Castle Rock Coal Lands, situated in 
Dade County, Georgia, have recently been purchased by 
the Castle Rock Coal Company, of Georgia. This Company 
has "just been organized under a liberal Charter passed by 
the Legislature at its last Session. The property purchased 
embraces over three thousand acres, together with all the im- 
provements thereon for mining operations, consisting of side 
tracks, a new and substantial Incline Plane, together with one 
half of the Nickajack Railroad, connecting the Coal Mines 
with the Nashville and Chattanooga Road and Tennessee 
River at Shell Mound Depot, which is about 20 miles west 
of Chattanooga. It will thus be seen that they are situated 
at a point favorable for distribution, and when there will be 
an almost unlimited demand for coal. The Capital Stock 
of the Company, as now organized, is Four Hundred Thous- 
and Dollars, Fifty Thousand of which* is set apart for a Work- 
ing Capital. It is believed there is not a more desirable 
field for profitable investment of capital and labor, directed 
by good judgement, than is presented by this Company. It 
is believed so for these reasons : The Company enter at once 
upon the property already so largely developed ; that it 
could, with but little additional outlay, deliver at the foot of 
the mountain 150 to 200 tons of coal per day. To show that 
this is an easy matter, we extract from a letter written by 
Capt. John Frater, on the 11th of September last. Capt. 
Frater has had extensive and long experience in Coal Mining, 


both in England and this country, and is now employed by 
the Company. In regard to these Coal Mines, he writes as 
follows : 

" The vein of coal which we are now working, I will desig- 
nate as No. 1, or upper vein. The main gangway or entry 
is 425 feet into the face, and throughout this it is of the uni- 
form thickness of 3 feet 6 inches, and mines out nearly all 
lump coal — at least three-fourths. The other fourth is from 
fine to egg size, and capable of being worked in with mixed 
coal. This vein is best adapted for domestic use, or for 
steam purposes and Rolling Mills. I do not hesitate to say 
that this vein of coal is the best marketable coal in the South- 
ern Confederacy. In the range of my observation and ex- 
perience, I know of none that will bear shipping or stock- 
ing as well as this, or that slacks less by exposure to the 
weather. With our present arrangements, we can run down 
the mountain and deliver to the Nickajack Railroad 50 to 60 
tons of coal per day, and our facilities can be increased, with 
but very little additional expense, so that we can run 400 to 
500 tons per day, if necessary. 

" The vein No. 2, which is 35 feet lower down the moun- 
tain, is known as the Harvey Gordon, or Sewanee vein, and 
is a good quality of coal and well adapted for gas, iron, 
steam, coke, and smith-shops, but not so well adapted for do- 
mestic use as No. 1. The blossom, or. outcrop, of this vein, 
promises a good development. There is also another vein 40 
to 50 feet still lower down the mountain, which varies in 
thickness from 6 inches to 6 feet, and is a good quality of 
coa,l, adapted well for making gas, steam, iron, coke, and for 
domestic use, but more expensive to work on account of its 
contracting from wide to narrow seams." 

In addition to the foregoing statement of Capt. Frater, we 
would state that Professor Charles Upham Shepard made a 


report upon these very properties which was published in 
in 1859, from which we herewith make some extracts. To 
those who know Professor Shepard, it is not necessary to say 
that it is the very highest authority. Professor Shepard 
gives the description of the veins as follows : 


" This has been well exposed upon Section 43, a little to 
the east of Rev. Z. H. Gordon's dwelling house. It here 
crops out to the east, beneath a mural capping of sandstone 
grit, forty feet and upwards in height. These sandstone 
strata form the table of the mountain, and extend westward 
for several miles, with an almost imperceptible asceptible as- 
cent, thus giving rise to a drainage towards the outcrop of 
the coal. Indeed, a small stream of water thus originating 
is precipitated twenty or thirty feet over the sandstone ledge 
directly at the mine's mouth. This slope of table-land, from 
west to east, exactly coincides with the dip of the coal ; and, 
as determined by the clinometer, amounted to 5° The 
sandstone is firm and thick bedded. It is very little prone 
to cross-cleavage, which is a point of some importance in 
taking out the coal, inasmuch as it will require a greatly di- 
minished waste of the vein for the purpose of support to the 
superincumbent rock. 

" The coal is seen at this outcrop for a distance of sixty 
yards or more, and has been penetrated at one point one 
hundred and fifty feet. Its thickness is exceedingly uniform, 
measuring from three feet two inches to three feet six inches. 
The roof is perfectly smooth and solid sandrock. At a dis- 
tance of six or eight inches from the top of the coal, there 
exists a thin parting of bituminous shale, from one quarter 
to three quarters of an inch in thickness, which will afford 
considerable facility in taking down the coal. The floor of 
the vein is a firm, fine clay, imperfectly shistose, of a light 
ash color, and remarkably free from lime and oxide of iron. 


" The coal is firm, black, glossy and clear. It would be 
called a cubical or black coal; /. e., it has a tendency to 
separate into square or cubical masses, although the three 
cleavages, or separating planes, are not equally distinct : 
that which is horizontal is the least perfectly defined, and 
one of the vertical surfaces is much brighter than the other 
— the brighter face being banded, also, by frequent seams 
of a more lustrous quality than the general body of the coal 
presents. In general appearance, this coal resembles most 
that of the Frostburg and Cumberland basin in Maryland, 
while it also approximates in its general qualities some of the 
Glasgow and Edinburg coals. The horizontal cleavages, es- 
pecially near the roof and the foot of the vein, frequently 
exhibit traces of what is called mineral charcoal. The vein, 
throughout, is absolutely free from sulphur. I have not been 
able to detect a trace of iron-pyrites in its composition. 

" Thrown into a common wood fire, among burning char- 
coal, it immediately kindles, burns with a bright light, gas 
being freely evolved from its entire surface, which at first 
slightly swells, and then opens partially in spots, through 
which jets of melted coke slightly exude. The mass retains 
its general shape, and does not fall to pieces. When the 
flame ceases, the mass continues to glow with red heat through- 
out, and precisely resembles, in its farther combustion, the 
best wood-charcoal, until it falls into an incombustible grey- 
ish white powder, or ash. These are burning qualities which 
especially recommend this coal for use in grates and for 

Its specific gravity is, 1.33 

A sample taken from the upper portion of the vein gave 

Carbon, 01.50 

Volatile (combustible) matter 22.50 

Water, 1.00 

Ash, 15.00 


" The asli has a greyish -white color, and consists of l-6th 
carbonates of lime and magnesia and 5-6th clay, which only 
had feeble traces of oxyde of iron. 

u A specimen from the lower part of the vein afforded : 

Carbon, 59.90 

Volatile matter 21. 

Water 2. 

Ash 18.50 

" The ash was similar in character to the above. 
" This affords us the following, as the mean composition of 
the upper coal : 

Carbon, 59.50 

Volatile matter, 21.75 

Water 1 .50 

Ash, 16.75 

" It belongs, therefore, to the highly valuable class of 
semi-bituminous, open-burning steam coals, and takes rank 
by the side of the Pennsylvania (Pfcillipsburg) and Virginia 
(Richmond) varieties. It also stands in close connection to 
certain coals found in Southern and Western Wales. 

" It is also expected that the per centage of incombustible 
matter will diminish slightly, whilst that of the carbon,, will 
increase, as the coal is worked back from its outcrop. 


" At a distance of not far from seventy fee f . below the po- 
sition of the upper coal, several openings have been made 
upon a vein which is included between a shelly, sandstone 
rock, on the upper side, and a fine clay on the lower. Its 
thickness is less than that of the superior stratum ; and per- 
haps it has not yet been sufficiently penetrated to justify the 
conclusion that it will average more than two feet of worka- 
ble coal. At one place it measures fully three feet ; but at 
a short distance it contracts to one foot. At a second open- 
ing, one hundred yards distant, it maintains a thickness of 
two feet for at leasi twenty yards of its outcrop. 


" This coal is black and shining. It does not soil the 
fingers. It is less distinctly stratified than the upper seam; 
is somewhat spumose, and more likely to crumble or break 
into smalls. It shows evident traces of iron-pyrites, though 
it is not what would be called a sulphur coal. It is much in 
request by black-smiths, for whose purpose it is esteemed su- 
perior to the upper vein. 

"Its specific gravity is 1.33. It consists of: 

Carbon, 03.00 

Volatile Matter, 28.00 

Water, 1.50 

Ash 7.50 


" The ash is a reddish brown, and besides traces of car- 
bonate lime and magnesia, contains considerable peroxide of 
iron, mingled with the clay. 

" This coal will still rank under the semi-bituminous class, 
though much richer in volatile matter than the superior bed. 
It will be more valuable for the purpose of generating steam 
than the drier coal ; but its great value will obviously consist 
in its adaptation to the formation of coke, in which condition 
it will chiefly find its way to market. 


"About halfway between the two coals already noticed is 
visible at one spot, what I regard as the middle bed of coal 
of this formation. It occurs within soft decomposing shale, 
which is characterized by the presence*of small discoid con- 
cretions of argillaceous carbonate of iron. The opening 
made into the coal was insufficient for the accurate determi- 
nation, either of the thickness of the bed or of its quality. 

The coal resembles the lower bed in its structure ; but it 
differs from it, in not containing so much sulphur. 

Its specific gravity is 1.36. 


It contains 

Carbon, 62.00 

Volatile mailer 27.00 

Water, ! r )0 

Ash > 950 


" The ash is reddish grey, and has 4-5ths of its composi- 
tion, clay slightly ferrugenous, with the remainder consist- 
ing of the carbonates of lime and magnesia." 

Professor Shepard concludes his report upon these proper- 
ties in the following decided language. He says : 

" It remains only to speak of the probable quantity of coal 
on the Castle Rock Company's lands. Of the 3000 acres of 
their tract, it is perfectly safe to assume that 2,500 are 
underlaid by three coal seams described. The upper coal 
alone will yield 5,000 tons of merchantable produce, per 
acre. Add to this six feet more for the aggregate of the 
middle and lower beds, and we have 9,800, or the enormous 
yield of 14,800 tons per acre, which at one cent per bushel 
only, is worth $4,144 the acre ! Or, supposing that one half 
the territory, from its remoteness from the valley where the 
road is to be constructed for transporting the coal to the river, 
should not become marketable for a long time to come, one 
thousand acres are certainly as accessible as could be desired, 
and will fully justify the valuation affixed. 

" But this amount of pi-ofit scarcely deserves mention when 
compared with what will be fully within the reach of the 
Company, if it embarks in the enterprise of mining itself, 
and at the same time of supplying the numerous and daily 
increasing markets at its disposal. The cost of mining this 
coal, after all the proper arrangements for the business are 
adopted, cannot exceed one cent and a half per bushel. Two 
cents additional will surely cover the interest on the inclined 
plane and railway, with all expenses of wear and tear and 


incidental labor for the delivery o.f the coal at Shell Mound. 
It will then be. put upon the great East and West railroad, 
at three and a half cents per bushel, thus leaving a net profit 
of from seven to eight cents the bushel, or two dollars per 

"'When it is borne in mind that there is a gain of three-fifths 
in the heating power of coal, as compared with wood, at the 
average prices of the two fuels where both are similarly abun- 
dant, and th:it when quantities of equal heating power are 
employed, the coal is three times the lightest, nine times less 
bulky, and four times cheaper to handle, it is easy to foresee 
that, even in a country where wood is abundant, it is destined 
to be speedily replaced by the minf-ral fuel. Every steam- 
boat that is launched, every railroad that is constructed, and 
every machine shop that is built, is hastening the result, and 
the day is near at hand, if it has not already arrived, when 
every well ascertained repository of easily accessible coal is 
as capable of a definite appreciation as good cultivable soil 
in a populous country. Such a tract is that owned by the Cas- 
tle Rock Goal Company, and I know of no simUar posses- 
sion that holds out a prospect of an earlier contribution to 
individual wealth and national prosperity." 

It will be noticed that Prof. Shepard's report was made 
before any improvements had been made for the delivery of 
coal by Incline Plane and Rail Road communications with 
the Memphis & Charleston Railroad, and the Tennessee river. 
"VVe now enter into possession of these properties with these 
improvements made. The ISickajack Railroad is not, how- 
ever, in condition for extensive v>oik, on account of the flat 
bar iron having been used in its construction. It is found 
too weak to bear the heavy transportation of coal trains. 

It has been determined by the Compnny to enter at once 
upon the work of relaying the track -with T rail it on at the 
earliest practical time. 


We have now arrived at a point to calculate the results of 
this enterprise in the hands of the Company. Prof. Shep- 
ard made his estimate (in peace times) of the expense of lay- 
ing this coal down at Shell Mound Depot at 3J cents per 
bushel; the parties paying interest on cost of Incline Plane 
Railroad, &c. When it is considered that the Company 
now own these works by its capital, it will certainly be admitted 
a liberal estimate of cost per bushel. We make this estimate 
for peace times, as we regard any other data as uncertain for 
safe estimates. The Company aim at the easy production of 
200 tons per day. 

^ 200 tons perday, of 26 bushels each is 5000 bushels at 12 cents, G0O.O0 
Cost of Mining and delivery at Shell Mound. 3A cents per 
bushel, 175.00 

Net profit perday $425.00 

Estimating- 300 working- days to the year, we have a net result 

of. ,, $127,500 

Or a devidend of 30 per cent on our capital of $400,000. 

For the war prices we can only say it is impossible to cal- 
culate for the daily fluctuation of the cost of supplies for 
working the Mines, &c. We will only say, that at present, 
there is a large demand for coal at 30 cents per bushel, or 
%1 50 per ton. 

Were we to make an estimate based on current prices, it 
would show enormous profits, even with the present cost of 
working the Mines. 

We prefer to discard such estimates, as they are uncer- 
tain and daily changing. We deem it right, however, to 
mention the present high prices as evidence of the fact, that 
for coal, the price is likely to keep pace with the increased 
cost of production so long as the present war continues. 

We prefer to base our estimates on a peace price as before 
stated at 12 cents per bushel, or $3 -J- per ton, delivered at 
Shell Mound, and when it is evident, that at these low prices, 


we could pay a deyidend of 30 per cent per annum on our 
Capital stock, we certainly need no further evidence of the 
magnificent value of our enterprise. 

In our estimates we have only made calculations on the 
delivery of 200 tons of coal per day,' and when it is consid- 
ered that with little additional effort and expense, we can 
double this production, and consequently double our profits, 
we may readily believe that the time is not far distant when 
the stock of this Company will be held in the highest esti- 
mation by the capitalists of the country. 

Atlanta, Feb. 12, 1863.